상법개정안상 신주인수선택권에 관한 연구

Commercial Code that include some new provision was introduced on March 10, 2010 under name of Commercial Code Revision Draft. Among the new provisions the Stock Purchase Right (Poison Pill) was included for the first time in Korean legislative system. But Commercial Code Revision Draft was repealed Just before codification because of various reasons. Originally concept of Poison Pill came from case law of U.S.A. Generally Poison Pill is defined as one of defensive tactic that a lot of target company prefer. In a hostile M&A target company issue 'Rights' to shareholder of target company and Right was attached to each share of target company. These Rights become exercisable upon triggering event, typically the acquisition of 15%-20% of a target company's outstanding shares. The Rights allow the shareholder to buy new shares in the corporation at significant discount. But the person triggering the Poison Pill is excluded from exercising these Rights. Here I discussed some important problems related with Poison Pill provision of Commercial Code Revision Draft in M&A market. To analyze various legal problem mentioned above, First case law of U.S.A. that has accumulated a lot of cases should be reviewed. Second legislation system of Japan which recently codified new provision of poison pill also should be studied. Even though Commercial Code Revision Draft was repealed and utilizing Poison Pill in M&A market is not available in Korea until now, but I think there is strong possibility of legislation for Stock Purchase Plan again in the near future. Also there are growing needs for applying Poison Pill in the field of Merger and Acquisition Area. With the comparative research for U.S.A. & Japan, I tried to make my research become a grounding information for new legislation in the future.